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Sec Form 4 Filing - 22C Capital GP I L.L.C @ ZoomInfo Technologies Inc. - 2021-02-24

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
22C Capital GP I, L.L.C
2. Issuer Name and Ticker or Trading Symbol
ZoomInfo Technologies Inc. [ ZI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last)
(First)
(Middle)
445 PARK AVENUE, 13TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
02/24/2021
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 02/24/2021 C 25,570 A 25,570 I ( 2 ) ( 3 ) See footnotes ( 2 ) ( 3 )
Class A Common Stock 02/24/2021 C 779,598 A 779,598 I ( 1 ) ( 3 ) See footnotes ( 1 ) ( 3 )
Class A Common Stock 02/24/2021 S 25,570 D $ 55.25 0 I ( 2 ) ( 3 ) See footnotes ( 2 ) ( 3 )
Class A Common Stock 02/24/2021 S 779,598 D $ 55.25 0 I ( 1 ) ( 3 ) See footnotes ( 1 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class C Common Stock ( 4 ) 02/24/2021 C 25,570 ( 4 ) ( 4 ) Class A Common Stock 25,570 $ 0 398,476 I ( 2 ) ( 3 ) See footnotes ( 2 ) ( 3 )
Class C Common Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 2,308,179 2,308,179 I ( 1 ) ( 3 ) See footnotes ( 1 ) ( 3 )
Class C Common Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 502,168 ( 8 ) 502,168 ( 8 ) I ( 3 ) ( 7 ) See footnotes ( 3 ) ( 7 )
LLC Units of ZoomInfo Holdings LLC ( 5 ) 02/24/2021 C 779,598 ( 5 ) ( 5 ) Class A Common Stock 779,598 $ 0 12,182,507 I ( 1 ) ( 3 ) See footnotes ( 1 ) ( 3 )
LLC Units of ZoomInfo Holdings LLC ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 2,820,048 ( 8 ) 2,820,048 ( 8 ) I ( 3 ) ( 7 ) See footnotes ( 3 ) ( 7 )
LLC Units of ZoomInfo Intermediate Holdings LLC ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 76,812 76,812 I ( 2 ) ( 3 ) See footnotes ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
22C Capital GP I, L.L.C
445 PARK AVENUE, 13TH FLOOR
NEW YORK, NY10022
X See Remarks
22C Capital GP I MM LLC
445 PARK AVENUE, 13TH FLOOR
NEW YORK, NY10022
X See Remarks
22C Capital I, L.P.
445 PARK AVENUE, 13TH FLOOR
NEW YORK, NY10022
X See Remarks
22C Capital I-A, L.P.
445 PARK AVENUE, 13TH FLOOR
NEW YORK, NY10022
X See Remarks
22C DiscoverOrg Advisors, LLC
445 PARK AVENUE, 13TH FLOOR
NEW YORK, NY10022
X See Remarks
22C DiscoverOrg MM, LLC
445 PARK AVENUE, 13TH FLOOR
NEW YORK, NY10022
X See Remarks
22C DiscoverOrg Investors, LLC
445 PARK AVENUE, 13TH FLOOR
NEW YORK, NY10022
X See Remarks
Edell Eric J
7900 GLADES ROAD
SUITE 540
BOCA RATON, FL33434
X See Remarks
22C Magellan Holdings LLC
445 PARK AVENUE, 13TH FLOOR
NEW YORK, NY10022
X See Remarks
Signatures
/s/ Eric J. Edell 02/26/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are held directly following this offering by 22C Magellan Holdings LLC, whose two principal members are 22C DiscoverOrg Investors, LLC and 22C Capital I, L.P. 22C DiscoverOrg MM, LLC is the managing member of 22C DiscoverOrg Investors, LLC. 22C DiscoverOrg Advisors, LLC is the managing member of 22C DiscoverOrg MM, LLC.
( 2 )These shares are held directly by 22C Capital I-A, L.P.
( 3 )22C Capital GP I, L.L.C. is the general partner of 22C Capital I, L.P. and of 22C Capital I-A, L.P. 22C Capital GP I MM LLC is the managing member of 22C Capital GP I, L.L.C. Eric Edell and D. Randall Winn are co-managing members of 22C DiscoverOrg Advisors, LLC and co-members of 22C Capital GP I MM LLC and, in such capacities, exercise voting or investment power over the shares held directly by each of 22C Magellan Holdings LLC and by 22C Capital I-A, L.P. Each of the 22C Capital reporting persons, Mr. Edell and Mr. Winn disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
( 4 )Shares of the Issuer's Class C common stock ("Class C Common Stock") have ten votes per share and are convertible into shares of the Issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis at the discretion of the holder. These conversion rights do not expire. In addition, each share of Class C Common Stock will convert automatically into one share of Class A Common Stock pursuant to the terms of the Issuer's Amended and Restated Certificate of Incorporation (the "Charter"), including upon any transfer, whether or not for value, except for certain affiliate transfers described in the Charter.
( 5 )Pursuant to the terms of the limited liability company agreement for ZoomInfo Holdings LLC ("OpCo"), limited liability company units of OpCo ("OpCo Units") and an equal number of shares of the Issuer's Class B common stock ("Class B Common Stock"), together are exchangeable for shares of Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to exchange rate adjustments for stock splits, stock dividends, and reclassifications. These exchange rights do not expire. Shares of Class B Common Stock have no economic value and have 10 votes per share.
( 6 )Pursuant to the terms of the limited liability company agreement for ZoomInfo Intermediate Holdings LLC ("HoldCo"), limited liability company units of HoldCo ("HoldCo Units") and an equal number of shares of Class B Common Stock, together are exchangeable for shares of Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to exchange rate adjustments for stock splits, stock dividends, and reclassifications. These exchange rights do not expire.
( 7 )These shares are held directly by 22C DiscoverOrg MM, LLC. 22C DiscoverOrg Advisors, LLC is the managing member of 22C DiscoverOrg MM, LLC.
( 8 )On February 23, 2021, 22C Magellan Holdings LLC transferred shares, on a pro rata basis and for no consideration, to 22C DiscoverOrg Investors, LLC, one of its principal members, who then transferred the shares to 22C DiscoverOrg MM, LLC, its managing member. This transfer was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 under the Exchange Act.

Remarks:
This Form 4 is being filed in conjunction with the Form 4 filed simultaneously by: D. Randall Winn, FiveW DiscoverOrg, LLC, and FiveW Capital LLC. Each of Mr. Edell, the 22C Capital reporting persons and the FiveW reporting persons may be deemed directors of the Issuer by deputization of Mr. Winn, who serves as a director on the Issuer's board of directors. Exhibit 99.1: Additional Signatures.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.